TRINITY TOWERS FITNESS CENTER MEMBERSHIP LICENSE AGREEMENT

THIS FITNESS CENTER LICENSE AGREEMENT (the “Agreement”), is by and between HPIII Dallas IV, LLC (“Licensor”) with an address of 2777 N Stemmons Freeway, Dallas TX 75207, and the undersigned applying for Fitness Center Membership (“Licensee”).

RECITALS:

Licensor is the owner of the fitness center located at Trinity Towers, on the first floor (the “Premises”) which is a part of the building located at 2777 N Stemmons Freeway, Dallas TX 75207 (the “Building”).

Licensor has agreed to provide a fitness center (the “Fitness Center”) in the Building for use by tenants of the Building and their respective employees which office within Trinity Towers.

Licensor desires to grant to Licensee and Licensee wishes to accept from Licensor a non- exclusive, revocable license to use the Fitness Center in accordance with the terms and conditions of this Agreement.

AGREEMENTS:

Now, therefore, in consideration of the recitals and the agreements set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Licensor and Licensee agree as follows:

1. Premises and Term. Licensor hereby grants to Licensee a revocable, non-exclusive license to use the Fitness Center for the purposes set forth in Paragraph 2 below. The term of this Agreement (the “Term”) shall begin on the date hereof and, unless sooner terminated or revoked by Licensor, and shall expire on the earlier to occur of the expiration or termination of: (i) Licensee’s employment with Tenant, (ii) the Lease, or (iii) Tenant’s right of possession of the Leased Premises. Notwithstanding anything herein to the contrary, Licensor may terminate this Agreement and the license granted hereunder or otherwise close the Fitness Center at any time and for any reason or no reason whatsoever. The non-exclusive, revocable license granted hereunder to Licensee to use the Fitness Center may be terminated by Licensor as provided herein, without payment of a termination fee or other consideration, and any such termination by Licensor shall not affect the Lease, constitute a default under the Lease by Licensor or otherwise entitle Tenant or Licensee to any remedies or damages arising out of or resulting from such termination.

2. Use. Licensee shall use the Fitness Center for the sole and exclusive purposes of physical fitness and exercise training, and the activities, facilities, programs and services offered or available at the Fitness Center from time to time, including but not limited to the use of equipment and machinery in connection therewith (the “Use”). Licensee acknowledges and agrees that it shall not permit or invite or allow any person or guest to enter into or use the Fitness Center.

3. Acknowledgment of Risks. Licensee acknowledges and agrees that: (i) each person, including Licensee, has a different physical capacity for participating in physical fitness and exercise training, (ii) there are inherent hazards, risks and dangers with physical fitness and exercise training, (iii) injuries are relatively common and despite the age, experience or level of fitness of the participant, such injuries are often difficult to avoid, and (iv) Licensee is subject to harm, injury and damage from physical fitness and exercise training and that no preplanning can eliminate, prevent or control such hazards, risks and dangers. Notwithstanding the foregoing, Licensee desires to use the Fitness Center for the Use. Licensee’s use of the Fitness Center is strictly voluntary. Licensee’s use of the Fitness Center is at Licensee’s sole risk and Licensee expressly, knowingly, voluntarily, unconditionally and willingly assumes any and all risk of personal injury, bodily injury, illness, death, property loss, damage or theft or any other Claim (as defined below) (collectively, “Harm”) arising out of, resulting from, in connection with and related to Licensee’s Use of the Fitness Center. Licensee hereby assumes all responsibility for its Use of the Fitness Center.

4. Statement of Fitness for Exercise. Licensee represents and warrants to Licensor that it is physically sound and suffering from no condition, impairment, disease, infirmity or other illness that would prevent its participation in the Use of the Fitness Center.

5. Waiver and Release and Indemnity. Licensee intends to use the Fitness Center for the Use and in consideration thereof, Licensee hereby RELEASES, ACQUITS AND FOREVER DISCHARGES, and WAIVES any and all past, present and future claims, losses, costs (including, but not limited to, costs of defense or settlement, attorneys’ fees and court costs), expenses, liabilities, demands or causes of action (collectively referred to as the “Claims”), from and against Licensor, HPIII Dallas IV, LLC, and their respective partners, members, managers, officers, directors, shareholders, subsidiaries, representatives, affiliates, employees, staff, agents and all others acting on behalf of Licensor, HF, HC or FC (collectively referred to as the “Indemnified Parties”), and all subsidiaries and affiliated companies on a primary and non-contributory basis that arise out of, result from, are in connection with, or that relate to Licensee’s entry into and Use of the Fitness Center, and Licensee covenants and agrees not to sue any of the Indemnified Parties for such Claims or any Harm in connection therewith. The releases, waivers and indemnities contained in this Agreement expressly shall apply regardless of whether the Claims to be released, waived or indemnified against or Harm in connection therewith arise, or are alleged to arise, from the NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT), GROSS NEGLIGENCE, NEGLIGENCE PER SE, AND/OR STRICT LIABILITY OF ANY OF THE INDEMNIFIED PARTIES. LICENSEE SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE INDEMNIFIED PARTIES FROM AND AGAINST ANY AND ALL CLAIMS ARISING OUT OF, RESULTING FROM, RELATING TO OR IN CONNECTION WITH ANY CLAIMS OF ANY PERSON OR PERSONS ARISING OUT, RELATED TO, IN CONNECTION WITH OR IN ANY WAY RESULTING FROM OR CAUSED IN ANY WAY BY (I) LICENSEE’S ENTRY INTO AND USE OF THE FITNESS CENTER, (II) ANY ACT, OMISSION, OR NEGLIGENCE OF LICENSEE OR THE INDEMNIFIED PARTIES, (III) ANY AND ALL ACCIDENTS WITHIN, OR DAMAGE TO THE PROPERTY OF ANY PERSON (INCLUDING, WITHOUT LIMITATION, LICENSEE) LOCATED IN, ON OR ABOUT THE FITNESS CENTER, AND (IV) HARM IN, ON OR ABOUT THE FITNESS CENTER. THE INDEMNIFIED PARTIES SHALL NOT BE LIABLE TO LICENSEE, LICENSEE’S HEIRS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS FOR ANY HARM, INCLUDING DEATH, ARISING OUT OF, IN CONNECTION, RESULTING FROM WITH OR RELATED TO LICENSEE'S USE OF THE FITNESS CENTER. This Paragraph shall survive the expiration or termination of this Agreement.

6. Compliance with all Applicable Laws. Licensee, at its sole cost and expense, shall at all times during the Term hereof comply with all applicable laws, ordinances, rules, regulations and requirements of any governmental authority having jurisdiction over Licensee’s entry into and Use of the Fitness Center. Licensee, at its sole cost and expense, shall comply in all respects with the rules and regulations for its use of the Fitness Center established by Licensor from time to time. The rules and regulations of the Fitness Center are attached to this Agreement as EXHIBIT A. Licensor reserves the right to revise and amend the rules and regulation at its discretion. The most up-to-date rules and regulations can be found on the fitness center website and in the case discrepancies, those stated on the website supersede this Agreement. Licensor reserves the right to revise and add to such rules and regulations from time to time as deemed necessary by Licensor. Licensor, at its sole and exclusive discretion, shall establish the hours of operation of the Fitness Center.

7. Security. LICENSEE SPECIFICALLY ACKNOWLEDGES THAT LICENSOR HAS NO DUTY TO PROVIDE SECURITY FOR ANY PORTION OF THE FITNESS CENTER AND LICENSEE HAS ASSUMED SOLE RESPONSIBILITY AND LIABILITY FOR THE SECURITY OF ITSELF AND ITS PROPERTY, IN, ON, ABOUT OR WITHIN THE FITNESS CENTER. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, LICENSEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT TO THE EXTENT LICENSOR ELECTS TO PROVIDE ANY SECURITY, LICENSOR IS NOT WARRANTING THE EFFICACY OF ANY SUCH SECURITY PERSONNEL, SERVICES, PROCEDURES OR EQUIPMENT AND THAT LICENSEE IS NOT RELYING AND SHALL NOT HEREAFTER RELY ON ANY SUCH PERSONNEL, SERVICES, PROCEDURES OR EQUIPMENT. LICENSOR SHALL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR FAILURE OF ANY SUCH SECURITY PERSONNEL, SERVICES, PROCEDURES OR EQUIPMENT TO PREVENT OR CONTROL, OR APPREHEND ANY ONE SUSPECTED OF CAUSING HARM IN, ON OR AROUND THE FITNESS CENTER. This Paragraph shall survive the expiration or termination of this Agreement.

8. Final Release. Licensee represents that it thoroughly and completely understands that this Agreement contains a complete and final release and indemnity, that it is freely and voluntarily entering into this Agreement, and that no representations, promises or statements made or allegedly made by the Indemnified Parties has influenced Licensee in causing him/her to sign this Agreement. This Paragraph shall survive the expiration or termination of this Agreement.

9. Waiver of Jury Trial. IN ANY LAWSUIT OR OTHER PROCEEDING INITIATED UNDER, IN RELATION TO, ARISING OUT OF, RESULTING FROM, OR IN CONNECTION WITH THIS AGREEMENT OR THE PARTIES HERETO, WHETHER CONTRACTUAL, STATUTORY, AT LAW OR AT EQUITY OR OTHERWISE INVOLVING LICENSOR AND LICENSEE, LICENSOR AND LICENSEE HEREBY WAIVE ANY AND ALL RIGHTS THAT THEY MAY HAVE TO TRIAL BY JURY. LICENSOR AND LICENSEE HEREBY ACKNOWLEDGE AND AGREE THAT THIS WAIVER OF JURY TRIAL IS CONSPICUOUS AND HAS BEEN SPECIFICALLY BARGAINED FOR BY LICENSOR AND LICENSEE, AND LICENSOR AND LICENSEE KNOWINGLY, WILLINGLY AND VOLUNTARILY ENTER INTO THIS WAIVER OF TRIAL BY JURY. LICENSOR AND LICENSEE REPRESENT THAT LICENSOR AND LICENSEE EACH HAS READ THIS WAIVER OF JURY TRIAL, HAD AN OPPORTUNITY TO DISCUSS SUCH WAIVER OF JURY TRIAL WITH AN ATTORNEY AND KNOWINGLY, WILLINGLY AND VOLUNTARILY ENTERED INTO THIS PROVISION. LICENSOR AND LICENSEE EACH ACKNOWLEDGES AND AGREES THAT IT UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER OF JURY TRIAL. THIS WAIVER OF JURY TRIAL HAS BEEN BARGAINED FOR BETWEEN LICENSOR AND LICENSEE, AND IF LICENSEE REQUIRED LICENSOR TO AGREE TO A JURY TRIAL, THE TERMS, CONDITIONS AND ECONOMICS OF THIS AGREEMENT BETWEEN THE PARTIES WOULD HAVE BEEN AFFECTED AND IN CONSIDERATION THEREFOR, LICENSEE HAS AGREED TO THIS WAIVER OF JURY TRIAL. This Paragraph shall survive the expiration or termination of this Agreement.

10. Miscellaneous Agreements.

A. This Agreement and the rights of Licensee hereunder are not assignable or transferable by Licensee.

B. The terms, covenants, conditions and provisions contained in this Agreement shall be binding upon and inure to the benefit of Licensor and Licensee, and their respective heirs, representatives, successors and pe1mitted assigns.

C. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. Licensor and Licensee each does hereby covenant and agree that jurisdiction and venue with respect to all actions and proceedings instituted by either party to enforce this Agreement or to otherwise seek a declaration of rights under this Agreement shall be in Dallas County, Texas, and any lawsuit filed and prosecuted in connection therewith shall be exclusive in any State District Court of Dallas County, Texas, or in any United States District Court for the Northern District of Texas.

D. All notices, demands and requests which may be given, or which are required to be given by either party to the other, and any exercise of a right of termination provided by this Agreement, shall be in writing and shall be deemed effective when personally delivered to the intended recipient at the address set forth above for Licensor or the Leased Premises for the Licensee, as applicable.

LICENSEE'S STATEMENT OF AWARENESS:

1. LICENSEE ATTESTS THAT THEY ARE OF AT LEAST 18 YEARS OF AGE UPON SIGNING.

2. LICENSEE IS DIRECTLY EMPLOYED (NOT CONTRACTED) BY A TENANT COMPANY WITH LEASED PREMISES IN THE BUILDING, FROM WHICH LICENSEE OFFICES.

3. LICENSEE HAS READ AND UNDERSTANDS THE FOREGOING WARNINGS, RELEASE, ASSUMPTION OF RISK, AND INDEMNITY AND HEREBY ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT CONTAINS CERTAIN RELEASE AND INDEMNIFICATION OBLIGATIONS. LICENSEE ACKNOWLEDGES AND AGREES TO ABIDE BY ALL RULES AND REGULATIONS NOW IN EFFECT OR AS THEY MAY BE AMENDED, AS FURTHER DESCRIBED IN EXHIBIT A TO THIS LICENSE.

4. LICENSEE UNDERSTANDS THAT LICENSOR HAS THE RIGHT, UPON 30-DAYS NOTICE, TO REVISE AND/OR AMEND THE AGREEMENT AND/OR THE RULES AND REGULATIONS. THIS INCLUDES BUT IS NOT LIMITED TO THE COST OF MEMBERSHIP.

5. LICENSEE UNDERSTANDS THAT ANY MISPREPRESENTATION OF FACT ENTERED WITHIN THIS FORM IS GROUNDS FOR IMMEDIATE REVOKATION OF FITNESS CENTER MEMBERSHIP.

TRINITY TOWERS FITNESS CENTER RULES AND REGULATIONS

1. Only tenant employees officing out of Trinity Towers that have completed the waiver are eligible for Fitness Center access.
2. No guests (which includes, but is not limited to, personal trainers, family Members and children) are allowed in the Fitness Center at any time.
3. Prior to having access to the Fitness Center, the full Trinity Towers Fitness Center Agreement Form must be completed and on file.
4. All users of the Fitness Center are required to have their access card with them at all times while using the facility. Security and building staff are not permitted to grant access to anyone who forgets their access card.
5. Member’s access card is prohibited from being used by anyone other than the Member.
6. The facility is open 24/7, however if there are unforeseen circumstances, no one is allowed in the Fitness Center when the facility is closed.
7. Proper attire is required at all times - shirts and athletic shoes are required. NO open-toe shoes, business attire, jeans, etc. are allowed.
8. Do not use any equipment unless you are knowledgeable about how to use it properly. If you would like to know more about any of the equipment, please contact the Management office.
9. Equipment is to be used in the manner for which it has been designed and if applicable, shall be kept off the floor and must be returned to proper racks when lifting is completed.
10. Utilize spotters/ locks when necessary (e.g., overhead lifts, squats, bench presses, platform or Olympic lifts).
11. Observe Fitness Center etiquette and always demonstrate courtesy toward others in the facility, including but not limited to limiting use of exercise equipment to 30 minutes per machine when others are waiting.
12. Always show respect for equipment and facilities. Do not drop or throw weights.
13. Out of respect for fellow Members, be sure to wipe down all equipment, benches and mats after each use.
14. No horseplay; loud or offensive language; or other inappropriate behavior will be tolerated.
15. You may be expelled immediately if you misuse equipment or the facility.
16. Keep the facility flow path clear; remove any obstructions.
17. Lockers are available on a first-come basis, and Members must provide their own lock. Overnight usage of lockers is not permitted. Locks and items left in lockers overnight will be removed.
18. Management personnel have authority over all room conduct and use of equipment, including sound and video systems.
19. Injuries and defective equipment are to be reported to the property management office immediately.
20. No firearms, tobacco products, food, chewing gum, glass bottles or cans are allowed. Plastic water bottles are acceptable.
21. No alcohol, drugs, and/or banned substances are allowed in the Fitness Center.
22. Trinity Towers, its staff and management are not responsible for personal belongings or lost or stolen items.
23. No recording devices may be used in the locker room. No person may use a cell phone, or other recording device, to capture, record, or transfer a representation of any person or activity in the Fitness Center, including but not limited to the locker room. Please respect the privacy of all individuals using the Fitness Center and locker room.
24. Unless pre-approved by property management, no flyers, bills, advertisements or postings of any sort may be left in the Fitness Center or locker rooms.
25. Access card activations are processed between 8AM and 3PM daily. It may take up to 48 hours (weekends and holidays excluded) for fitness center access to be added to a new Member’s card. Notice of activation will not be given, Member will simply need to go to the Fitness Center and tap their card on the HID panel to check access.

*Management reserves the right to modify the Rules and Regulations and requirements to obtain or continue Membership at any time.

FAILURE TO COMPLY WITH STATED RULES WILL RESULT IN MEMBERS ACCESS BEING REVOKED

By signing below, Member hereby agrees to abide by all rules and regulations set forth above.